Key Points - Tibet Tourism may apply for suspension of trading if significant abnormalities occur in stock transactions [1] - Southern Road Machinery's stock price has deviated from its fundamental situation [1] - Industrial Fulian's major customers and products have not undergone significant changes [1] - Yingweike has established a relatively complete liquid cooling technology and product solution capability [1] - Victory Energy's operational situation remains normal with no significant changes in the internal and external business environment [1] - Qizheng Tibetan Medicine's operational situation is normal with no significant changes in the internal and external business environment [1] - Dongxin Co. states that its investment in Shanghai Lishuan's chip products is not applicable for large model computing clusters [1] - Guosheng Co. has obtained project filing related to PEEK from its wholly-owned subsidiary [1] - Action Education's actual controller proposed a mid-term dividend of 10 yuan per 10 shares [1] Mergers and Acquisitions - Darui Electronics plans to acquire 80% of Weiste's equity through capital increase and share acquisition [1] - Dashengda intends to acquire 30% equity of Thailand's Far East [1] Financing - Aoshikang plans to issue convertible bonds not exceeding 1 billion yuan for high-end printed circuit board projects [1] - Sixuan New Materials intends to raise no more than 466 million yuan through a private placement [1] - Changhua Chemical plans to raise no more than 230 million yuan for a carbon dioxide polyether project [1] Share Buybacks and Reductions - Fuanna plans to repurchase shares worth between 55.85 million and 104 million yuan [1] - Jiangnan Yifan's board member intends to increase his stake in the company [1] - Jieya Co. and its concerted parties plan to reduce their holdings by no more than 4.95% [1] - Other companies including Tongda Co., Haohan Deep, and Wanhu Chemical also plan to reduce their holdings [1] Operational Data - Sinopec expects a net profit decline of 39.5% to 43.7% year-on-year for the first half of the year [1] - Qingdao Bank reported a net profit of 3.065 billion yuan for the first half, up 16.05% year-on-year [1] - Daodaquan's net profit increased by 563.15% year-on-year, proposing a dividend of 1.76 yuan per 10 shares [1] - Zhengdan Co. reported a net profit increase of 120.35% year-on-year, proposing a dividend of 3 yuan per 10 shares [1] - Other companies reported varying profit changes, including losses and significant increases [1] Contracts and Major Investments - Sanhui Electric signed a framework contract for robot equipment sales [1] - Zhejiang University Network New's subsidiary won a smart engineering project worth 94.2712 million yuan [1] - New Aluminum Times plans to invest no less than 500 million yuan in a project for lightweight, high-strength auto parts [1] - Zhishang Technology will use part of its raised funds for a smart manufacturing production base in Vietnam [1]

Group 1 - The company plans to raise up to 466 million yuan through a private placement to fund various projects, including the Vietnam thermal management product project and a liquid cooling research center [2] - The company reported a significant revenue increase of 51.10% year-on-year, achieving 656 million yuan in revenue for 2024, driven by strong market demand and sufficient orders [2] - The company's products are primarily used in consumer electronics, with a growing market demand for high thermal conductivity materials as the consumer electronics market continues to develop [2] Group 2 - The total investment for the Vietnam thermal management product project is 369 million yuan, which will be fully funded by the raised capital [3] - The project will be implemented by the company's wholly-owned subsidiary in Vietnam, focusing on the production of graphite thermal materials and thermal interface materials [3] - The company aims to optimize its production capacity and mitigate risks by establishing a production line in Vietnam, enhancing service capabilities to core customers and integrating into their global supply chain [3]

Core Viewpoint - The company plans to raise up to 466 million yuan through a private placement to fund various projects, including a new production facility in Vietnam and a liquid cooling research center, indicating a strategic focus on expanding its operational capacity and enhancing product development [1][2] Group 1: Financial Overview - The total amount to be raised is capped at 466 million yuan, which will be allocated to several projects after deducting issuance costs [1] - The company anticipates a significant revenue increase in 2024, projecting an operating income of 656 million yuan, representing a year-on-year growth of 51.10% [1] Group 2: Project Details - The investment for the "Vietnam Thermal Products Project" totals 369 million yuan, with the entire amount being raised for this initiative [2] - The project will be executed by the company's wholly-owned subsidiary in Vietnam, focusing on the production of graphite thermal materials and thermal interface materials [2] Group 3: Market Position and Strategy - The company serves major clients in the North American and domestic technology sectors, including Xiaomi and Samsung, providing comprehensive thermal management solutions [1] - The establishment of a production line in Vietnam is a strategic move to optimize capacity, mitigate production risks, and enhance service capabilities to meet the needs of core clients [2] - The demand for high thermal conductivity functional materials is expected to grow, driven by the continuous development of consumer electronics [1]

Core Viewpoint - Guangdong Suqun New Material Co., Ltd. plans to issue shares to specific investors to raise funds for expanding production capacity and enhancing competitiveness in the thermal management materials market, particularly in response to growing demand from the consumer electronics and new energy vehicle sectors [1][15][27]. Group 1: Issuance Plan Overview - The company intends to raise a total of 465.9139 million yuan through this issuance, which will be fully allocated to specific projects [4][26]. - The issuance will be conducted through a private placement to no more than 35 specific investors, including qualified institutional investors and individuals [19][20]. - The final issuance price will be determined based on the average trading price of the company's shares over the 20 trading days prior to the pricing date, with a minimum price set at 80% of this average [2][21]. Group 2: Market Demand and Growth - The demand for thermal management materials is increasing due to advancements in consumer electronics, driven by technologies such as 5G, AI, and IoT, which require improved performance and efficiency [9][10]. - The new energy vehicle market is also a significant driver, with global sales projected to reach 22.397 million units in 2025, representing a 24.4% year-on-year growth [10]. - The data center market is expanding rapidly, with the global cold plate liquid cooling market expected to grow from 5.3 billion yuan in 2024 to 105.6 billion yuan by 2028, indicating a compound annual growth rate of 111.27% [11]. Group 3: Strategic Objectives - The issuance aims to optimize production capacity and reduce risks by establishing a production line in Vietnam, which is becoming a key manufacturing hub for major consumer electronics brands [12][14]. - The company seeks to enhance its service capabilities and integrate more deeply into the global supply chain of core customers, thereby solidifying its competitive advantage in the thermal management materials sector [15][27]. - The investment in a liquid cooling research center is intended to improve R&D capabilities and respond quickly to the growing demand in high-performance computing and data center applications [33]. Group 4: Regulatory and Approval Process - The issuance plan has been approved by the company's board of directors but still requires approval from the shareholders' meeting and regulatory bodies such as the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][25]. - The company will adjust the issuance plan according to any new regulations or requirements from regulatory authorities [20][21]. Group 5: Financial and Operational Impact - The funds raised will be used to enhance production capabilities, particularly in graphite thermal materials, which are essential for various applications in consumer electronics and new energy vehicles [27][28]. - The company plans to utilize self-raised funds for initial project investments before the raised funds are available, ensuring project continuity [4][26]. - The issuance is expected to strengthen the company's financial position, allowing for better capital structure management and reduced operational risks [17][24].

| 广东思泉新材料股份有限公司 | | | --- | --- | | 前次募集资金使用情况 | | | 鉴证报告 | | | 致同会计师事务所（特殊普通合伙） | | | 目 录 | | | 前次募集资金使用情况鉴证报告 1-2 | | | 公司前次募集资金使用情况报告 1-5 | | | 前次募集资金使用情况对照表 6 | | | 前次募集资金投资项目实现效益情况对照表 7 | | | 致同会计师事务所（特殊普通合伙） | | | 中国北京朝阳区建国门外大街 22 号 | | | 5 层邮编 100004 赛特广场 | | | 电话 +86 10 8566 5588 | | | +86 10 8566 5120 | | | 传真 | | | www.grantthornton.cn | | | 前次募集资金使用情况鉴证报告 | | | 致同专字（2025）第 441A017921 号 | | | 广东思泉新材料股份有限公司全体股东： | | | 我们审核了后附的广东思泉新材料股份有限公司（以下简称思泉新材）截 | | | 至 2025 年 6 月 30 日的前次募集资金使用情况报告、前次募集资金使用情况对 ...

广东思泉新材料股份有限公司审计委员会 关于公司向特定对象发行股票相关事项的书面审核意见 根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 《中华人民共和国 证券法》（以下简称"《证券法》"）、《上市公司证券发行注册管理办法》（以下简 称"《发行注册管理办法》"）等有关法律、法规和规范性文件以及《广东思泉新 材料股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，我们作为广东 思泉新材料股份有限公司（以下简称"公司"）审计委员会委员，在全面了解和 审核公司 2025 年度向特定对象发行股票（以下简称"本次发行"）的相关文件后， 发表书面审核意见如下： 范性文件关于创业板上市公司向特定对象发行股票的有关规定，具备创业板上市 公司向特定对象发行股票的条件和资格。 《证 券法》 、《发行注册管理办法》等相关法律法规、规范性文件及《公司章程》的规 定，方案和预案合理、切实可行，综合考虑了公司所处行业和发展状况、经营实 际、资金需求等情况。 | 胡海波 | 王 懋 | | 周梓荣 | | --- | --- | --- | --- | | | | 广东思泉新材料股份有限公司 | | | | | 董事会审 ...

Core Viewpoint - The company, Guangdong Siquan New Materials Co., Ltd., plans to issue A-shares to specific investors to enhance its capital strength and profitability, driven by the growing demand for thermal management materials in various sectors, including consumer electronics and new energy vehicles [1][7][19]. Group 1: Background and Purpose of the Issuance - The issuance is motivated by the increasing demand for thermal management materials due to advancements in consumer electronics, 5G, AI, and IoT technologies, which require improved performance and efficiency [1][6]. - The new energy vehicle market is a significant application area for thermal management materials, with global sales expected to reach 22.4 million units in 2025, up from 18.2 million in 2024, indicating a 24.4% growth [2]. - The data center market is also expanding rapidly, with the global cold plate liquid cooling market projected to grow from 5.3 billion yuan in 2024 to 105.6 billion yuan by 2028, reflecting a compound annual growth rate (CAGR) of 111.27% [3]. Group 2: Investment and Market Trends - The new materials industry, particularly thermal management materials, is crucial for national economic development, supported by government policies aimed at fostering innovation and quality in material production [6]. - The company aims to optimize its production capacity and reduce risks by establishing a manufacturing line in Vietnam, responding to increased investments from major consumer electronics brands [4][5][7]. - The digital economy's growth is driving demand for higher computational power, which in turn increases the need for efficient thermal management solutions in data centers and high-performance computing [7][8]. Group 3: Financial Aspects of the Issuance - The total funding requirement for the projects associated with this issuance is approximately 465.9 million yuan, which cannot be met by the company's own funds, necessitating external financing [9][10]. - The issuance will involve the sale of up to 24,226,160 shares, not exceeding 30% of the company's total share capital prior to the issuance [17]. - The funds raised will be allocated to projects including the Vietnam thermal management product project, a liquid cooling research center, and the enhancement of the company's information systems [15][19]. Group 4: Compliance and Fairness of the Issuance - The issuance process has been reviewed and approved by the company's board and will be presented to the shareholders for a fair vote, ensuring compliance with relevant regulations [20][21]. - The selection of specific investors for the issuance will adhere to regulatory requirements, with a maximum of 35 investors participating [11][16]. - The pricing of the shares will be based on the average trading price over the 20 trading days prior to the issuance date, ensuring fairness in the pricing mechanism [12][16].

证券代码：301489 证券简称：思泉新材 公告编号：2025-053 广东思泉新材料股份有限公司 关于本次向特定对象发行股票不存在直接或通过利益相 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 广东思泉新材料股份有限公司（以下简称"公司"）于 2025 年 7 月 30 日召开 第四届董事会第二次会议，审议通过了关于公司 2025 年度向特定对象发行股票 的相关议案。公司现就本次向特定对象发行股票不存在直接或通过利益相关方向 参与认购的投资者提供财务资助或补偿事宜承诺如下： 公司不存在向本次发行的发行对象作出保底保收益或变相保底保收益承诺 的情形，不存在直接或通过利益相关方向发行对象提供财务资助或者补偿损害公 司利益的情形，亦不存在以代持、信托持股等方式谋取不正当利益或向其他相关 利益主体输送利益的情形。 特此公告。 关方向参与认购的投资者提供财务资助或补偿的公告 广东思泉新材料股份有限公司董事会 ...

提示性公告 广东思泉新材料股份有限公司 关于 2025 年度向特定对象发行股票预案披露的 证券代码：301489 证券简称：思泉新材 公告编号：2025-048 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 广东思泉新材料股份有限公司（以下简称"公司"）于 2025 年 7 月 30 日召开 第四届董事会第二次会议，审议通过了关于公司 2025 年度向特定对象发行股票 的相关议案。公司《2025 年度向特定对象发行股票预案》、《2025 年度向特定 对象发行股票方案的论证分析报告》、《2025 年度向特定对象发行股票募集资 金使用可行性分析报告》等相关文件已于 2025 年 7 月 31 日在中国证监会指定的 信息披露网站巨潮资讯网(www.cninfo.com.cn)上披露，敬请投资者注意查阅。 公司 2025 年度向特定对象发行股票预案的披露事项不代表审批机关对本次 向特定对象发行股票相关事项的实质性判断、确认或批准，预案所述本次向特定 对象发行股票相关事项尚需公司股东会审议通过、深圳证券交易所审核通过并经 中国证券监督管理委员会同意注册。敬请广大投资者 ...

Core Viewpoint - The announcement details Guangdong Siquan New Materials Co., Ltd.'s plan for a specific stock issuance in 2025, analyzing the impact on immediate returns and outlining measures to mitigate potential dilution of returns for investors [2][3][5]. Financial Impact Analysis - The company analyzed the impact of the stock issuance on key financial metrics, including earnings per share (EPS) and return on equity (ROE), under various profit growth scenarios of 0%, 10%, and 20% for 2025 compared to 2024 [3][4]. - Under the assumption of no profit growth, the diluted EPS would decrease from 0.91 to 0.50 yuan per share post-issuance [3][4]. - If profits increase by 10%, the diluted EPS would adjust to 0.55 yuan per share, and with a 20% increase, it would be 0.60 yuan per share [4]. Necessity and Reasonableness of the Issuance - The funds raised will be used to optimize production capacity, enhance industry position, and improve core competitiveness and profitability, aligning with national industrial policies and the company's strategic development [5][6]. Relationship with Existing Business - The fundraising projects are closely related to the company's main business of thermal management materials, magnetic materials, and nano-protective materials, which are applicable in various sectors including consumer electronics and renewable energy [6][7]. Measures to Mitigate Dilution of Immediate Returns - The company plans to accelerate project implementation and improve fund utilization efficiency to enhance overall competitiveness and sustainable development [8]. - A strict fundraising management system will be established to ensure funds are used appropriately and effectively, with ongoing supervision by the company and its sponsors [8][9]. - The company will also enhance its profit distribution policy to strengthen investor return mechanisms, ensuring compliance with relevant regulations [8][9]. Commitments from Key Stakeholders - The controlling shareholder and senior management have made commitments to not interfere with company operations or harm company interests, ensuring adherence to the measures designed to mitigate return dilution [10][11]. Approval Process for the Issuance - The analysis and measures regarding the dilution of immediate returns have been approved by the company's board and will be submitted for shareholder approval [11].